Terms & Condition

OmegaDealer.com Terms and Conditions of Use

This page states the Terms and Conditions under which you may use this Web Site.
Please read this page carefully. If you do not accept the Terms and Conditions stated
here, do not use the Web Site. Company may revise these Terms and Conditions at any
time by updating this posting. You should visit this page periodically to review the
Terms and Conditions, because they are binding on you.
Specification and features are subject to change without notification.

Section 1. Company's Liability

The Material may contain inaccuracies or typographical errors. Company makes no
representation about the accuracy, reliability, completeness, or timeliness of the
Material or about results to be obtained from using the Web Site and the Material. Use
the Web Site and the Material at your own risk. Changes are periodically made to the
Web Site and may be made at any time. COMPANY DOES NOT WARRANT THAT THE WEB SITE WILL
OPERATE ERROR-FREE OR THAT THIS WEB SITE AND ITS SERVER ARE FREE OF COMPUTER VIRUSES
AND OTHER HARMFUL GOODS. IF YOUR USE OF THE WEB SITE OR THE MATERIAL RESULTS IN THE
NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, COMPANY IS NOT RESPONSIBLE FOR
THOSE COSTS.
THE WEB SITE AND MATERIAL ARE PROVIDED ON AN 'AS IS' BASIS WITHOUT ANY WARRANTIES OF
ANY KIND. THE COMPANY AND ITS SUPPLIERS, TO THE FULLEST EXTENT PERMITTED BY LAW,
DISCLAIM ALL WARRANTIES, INCLUDING THE WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT
OF THIRD PARTIES' RIGHTS, AND THE WARRANTY OF FITNESS FOR PARTICULAR PURPOSE. COMPANY
AND ITS SUPPLIERS MAKE NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR
TIMELINESS OF THE MATERIAL, SERVICES, SOFTWARE TEXT, GRAPHICS, AND LINKS.

Section 2. Disclaimer of Consequential Damages

IN NO EVENT SHALL COMPANY, ITS SUPPLIERS, OR ANY THIRD PARTIES MENTIONED AT THIS SITE
BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND
CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS
INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE WEB SITE AND THE
MATERIAL, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND
WHETHER OR NOT COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Section 3. User Submission

Generally, any communication which you post to the Web Site is considered to be
non-confidential. If particular Web pages permit the submission of communications
which will be treated by Company as confidential, that fact will be stated in "Legal
Notices" on those pages. By posting communications to the Web Site, you automatically
grant Company a royalty-free, perpetual, irrevocable nonexclusive license to use,
reproduce, modify, publish, edit, translate, distribute, perform, and display the
communication alone or as part of other works in any form, media, or technology
whether now known or hereafter developed, and to sublicense such rights through
multiple tiers of sub-licensees.
As a User, you are responsible for your own communications and are responsible for the
consequences of their posting. You must not do the following things: Post material
that is copyrighted, unless you are the copyright owner or have the permission of the
copyright owner to post it; post material that reveals trade secrets, unless you own
them or have the permission of the owner; post material that infringes on any other
intellectual property rights of others or on the privacy or publicity rights of
others; post material that is obscene, defamatory, threatening, harassing, abusive,
hateful, or embarrassing to another User or any other person or entity; post a
sexually-explicit image; post advertisements or solicitations of business; post chain
letters or pyramid schemes; or impersonate another person.
The Company does not represent or guarantee the truthfulness, accuracy, or reliability
of any of communications posted by other Users or endorse any opinions expressed by
Users. You acknowledge that any reliance on material posted by other users will be at
your own risk.
Company does not screen communications in advance and is not responsible for screening
or monitoring material posted by Users. If notified by a User of communications which
allegedly do not conform to this Agreement, Company may investigate the allegation and
determine in good faith and its sole discretion whether to remove or request the
removal of the communication. Company has no liability or responsibility to Users for
performance or nonperformance of such activities. Company reserves the right to expel
Users and prevent their further access to the Web Site for violating this Agreement or
the law and the right to remove communications which are abusive, illegal, or
disruptive.

Section 4. Links to Other Sites

The Web Site contains links to third party Web sites. These links are provided solely
as a convenience to you and not as an endorsement by Company of the contents on such
third-party Web Sites. Company is not responsible for the content of linked
third-party sites and does not make any representations regarding the content or
accuracy of materials on such third party Web sites. If you decide to access linked
third-party Web sites, you do so at your own risk.

Section 5. Software Licenses

All software that is made available for downloading from the Web Site ("Software") is
protected by copyright and may be protected by other rights. The use of such software
is governed by the terms of the software license agreement o designated "Legal Notice"
accompanying such software license ("License Agreement"). The downloading and use of
such software is conditioned on your agreement to be bound by the terms of the License
Agreement.

Section 6. Limitation of Liability

Unless otherwise expressly provided in a Software License Notice, the aggregate
liability for Company to you for all claims arising from the use of the Materials
(including Software) is limited to $100.

Section 7. Indemnity

You agree to define, indemnify, and hold harmless the Company, its officers,
directors, employees and agents, from and against any claims, actions, or demands,
including without limitation reasonable legal and accounting fees, alleging or
resulting from your use of the Material (including Software) or your breach of the
terms of this Agreement. The Company shall provide notice to you promptly of any such
claim, suit, or proceeding and shall assist you, at your expense, in defending any
such claim, suit or proceeding.

Section 8. Export Control

The United States controls the export of products and information. You agree to comply
with such restrictions and not to export or re-export the Materials (including
Software) to countries or persons prohibited under the export control laws. By
downloading the Materials (including Software), you are agreeing that you are not in a
country where such export is prohibited or are a person or entity to which such export
is prohibited. You are responsible for compliance with the laws of your local
jurisdiction regarding the import, export, or re-export of the Product.

Section 9. Forward Looking Statements

Except for historical information contained herein, statements made at this website
that would constitute forward-looking statements may involve certain risks such as our
ability to keep pace with technological advances, significant competition in the
wireless, mobile and consumer electronics businesses, quality and consumer acceptance
of newly introduced products, our relationships with key suppliers and customers,
market volatility, non-availability of product, excess inventory, price and product
competition, new product introductions and other risks detailed in the Company's
public filings with the Securities and Exchange Commission. These factors, among
others may cause actual results to differ materially from the results suggested in the
forward-looking statements.

Section10. General

This Web Site is based in Hauppauge, New York. The Company makes no claims the
Materials are appropriate or may be downloaded outside the United States. Access to
the Materials (including Software) may not be legal by certain persons or in certain
countries. If you access the Web Site from outside of the United States, you do so at
your own risk and are responsible for compliance with the laws of your jurisdiction.
This Agreement is governed by the internal substantive laws of the State of New York,
without respect to its conflict of laws principles. If any provision of this Agreement
is found to be invalid by any court having competent jurisdiction, the invalidity of
such provision shall not affect the validity of the remaining provisions of this
Agreement, which shall remain in full force and effect. No waiver of any term of this
Agreement shall be deemed a further or continuing waiver of such term or any other
term. Except as expressly provided in a particular "Legal Notice" or Software License
or material on particular Web pages, this Agreement constitutes the entire Agreement
between you and the Company with respect to the use of the Web Site. Any changes to
this Agreement must be made in writing, signed by an authorized representative of the Company.

PURCHASE ORDER TERMS AND CONDITIONS

1. Order Acceptance

a. The Purchase Order, together with these terms and conditions, any any attachments and
exhibits, specifications, instructions and other information, whether physically attached or
incorporated by reference (collectively, the "Purchase Order"),constitutes the entire and
exclusive agreement between the Omega R & D Company,supplier (the "Seller") identified in the
Purchase Order. Any additional or different terms proposed by the Seller in any quotation,
acknowledgement or any other documents are hereby deemed to be material alterations and
notice of objection to them is hereby given. Any such proposed terms shall be void and
the terms herein shall constitute the complete and exclusive statement of the terms and
conditions of the contract between the parties.

b. If this Order has been issued by Buyer in response to an offer and if any of the terms
herein are additional to or different from any terms of such offer, then the issuance of
this Order by Buyer shall constitute an acceptance of such offer subject to the express
condition that Seller assent to such additional and different terms herein.

2. Entire Agreement

This Order consists of all terms contained on the face hereof, the specifications, documents
and attachments referred to or attached hereto by Buyer together with the terms and conditions
of purchase stated herein. This Order sets forth the entire agreement between the parties and
is limited to the provisions contained herein. No amendments or modifications to its provisions
will be binding upon Buyer unless in writing and signed by an authorized representative of
Buyer's Purchasing Department.

3. Price

a. The price(s) set forth on the face of this Order are firm, or if no price appears thereon,
then no higher than the last price quoted or charged by Seller for the same goods or services.
Unless otherwise provided herein, such prices include all costs for packing, insuring and
transporting the goods ordered to Buyer's facility. Buyer shall not be liable for any taxes
or governmental charges of fees with respect to this Order other than those which Seller is
required by law to collect from Buyer. All such taxes and fees shall be stated separately
on Seller's invoice.

b. Seller agrees to extend to Buyer any price reductions necessary to give Buyer the benefit
of the lowest and most favorable prices and terms offered or given by Seller to other
purchasers of the goods and services described in this Order.

4. Delivery

a. TIME IS OF THE ESSENCE OF THIS ORDER. If delivery is not made at the time specified,
Buyer reserves the right to cancel the entire Order or that part of the Order not timely
delivered, and to purchase elsewhere and hold Seller liable for all costs and damages
incurred by Buyer. Seller shall not make any material commitments or production
arrangements in excess of the amounts, or in advance of the time necessary to meet
Buyer's delivery schedule for goods or services covered by this Order. Any excess
commitments or arrangements shall be made at Seller's own risk. Buyer shall not be
liable for goods shipped in advance of or in excess of scheduled deliveries.

b. Seller assumes all risk of loss and damage to the goods until delivery to Buyer
at its facility specified on the face of this Order. The term FOB in this Order
refers to transportation charges only.

5. Inspection and Acceptance

All goods and services sold hereunder shall be subject to inspection and acceptance
by Buyer either at Seller's facility and/or after delivery notwithstanding any payment.
After receipt of the goods or services, Buyer shall have a reasonable time (which time
shall not be less than sixty (60) days) within which to inspect prior to Buyer's
acceptance thereof. Nonconforming goods shall be returned freight collect, and
Seller shall be debited for the inbound transportation cost plus handling and
packing expenses.

6. Warranty

a. Seller warrants title to the goods described on the face hereof and warrants further
that all goods and services furnished: (i) will be in full conformance with the
specifications, drawings, samples or other descriptions set forth or referred to
on the face hereof; (ii) will perform as represented by Seller (even if such
representations do not appear on the face hereof, notwithstanding the provisions
of paragraph 2 hereof); (iii) will be new, merchantable and fit for the use
intended by Buyer; (iv) will be free from defects in material, workmanship,
manufacture and design (where design is Seller's responsibility). Seller's
warranty shall be effective as described by our warranty terms.

b. In addition to other remedies available at law or in equity, Buyer may,
at its option, return to Seller for full credit any goods which do not meet
the warranties specified herein or require correction or replacement of
such goods or services, all at Seller's risk and expense. Packing and
shipping shall be at Seller's cost.

7. Changes

Buyer may direct in writing changes to this Order. Equitable adjustments
will be made in price or schedule where required. Any claims for adjustment
shall be made by Seller in writing not later than thirty (30) days from the
date of Seller's receipt of any such direction from Buyer. Seller shall not
be excused from proceeding with a change prior to negotiation of any adjustment.

8. Intellectual Property Indemnity

Seller warrants that the goods purchased hereunder and the manufacture,
sale and use thereof do not and will not infringe any third party patent,
copyright, trademark, trade secret or other proprietary right ("Intellectual Property").
Seller agrees to defend, indemnify and hold harmless Buyer, its employees, agents,
distributors, dealers, affiliates, customers and users from all liabilities,
obligations, costs and expenses (including reasonable attorneys' fees and costs),
claims or demands for actual or alleged infringement of any Intellectual Property
arising from the purchase, use or sale of goods required by this Order, except to
the extent that infringement or alleged infringement arises by reason of design
for such goods furnished to Seller by Buyer.

9. Indemnification

Seller agrees to defend, indemnify and hold harmless Buyer and its employees,
agents, distributors, dealers, affiliates, customers and users from all
liabilities, obligations, costs and expenses (including attorney's fees and costs)
incurred by Buyer as a result of all claims, demands, actions or judgments on
account of personal injury or death, or damages to property arising out of or
in connection with Seller's performance of this Order. Seller shall carry and
maintain adequate insurance coverage satisfactory to Buyer to cover the above,
and upon Buyer's request, shall furnish Buyer with evidence of such insurance
in a form satisfactory to Buyer. Such indemnity shall apply whether an
indemnity is claimed to be passively, concurrently or actively negligent and
regardless whether liability without fault is imposed on one of the indemnities.

10. Termination for Convenience

a. Buyer may terminate this Order, in whole or in part, at any time with or without cause,
upon written notice to the Seller. Upon receipt of such notice, Seller shall stop work
immediately and terminate all orders and sub-contracts to the extent that they relate
to the terminated work.

b. There shall be no charges for terminating the Order with respect to standard goods.
Any claim for termination charges for non-standard goods must be submitted to Buyer
in writing within ten (10) days after receipt of the termination notice.

c. Buyer's sole responsibility so Seller shall be to pay the contract price for such
goods as have been delivered as of the time such termination is effective and to
reimburse to Seller its actual costs of materials and direct labor expended by Seller
as of the termination date in reasonable anticipation of its fulfillment of this Order
which are not recoverable by Seller, provided that no allowance shall be made to Seller
for any overhead or anticipated profit for undelivered goods. Buyer shall not be
responsible for any commitments made by Seller in advance of those necessary to
comply with the schedules set forth in this Order. Upon payment of Seller's claim,
Buyer shall be entitled to all goods, materials and work in progress paid for.

11. Cancellation by Default

a. Buyer may cancel this order immediately, in whole or in part, in the event Seller:
(i) fails to make timely delivery, or (ii) breaches any other term or condition of
this Order. Seller shall continue to supply any portion of this Order not cancelled.

b. In the event of such cancellation, at the Buyers request, Seller will transfer title
to, and deliver to Buyer: (i) any completed goods; (ii) any partially completed items
and (if) all unique materials and tooling. Prices for partially completed goods and
unique materials and tooling accepted shall be negotiated; however, in no event shall
such prices exceed the Order price for said goods.

c. Upon the happening of any event or condition which may, in Buyer's good faith judgment
impair Seller's ability to perform hereunder, Buyer may demand, in writing, adequate
assurance of Seller's ability to continue performance of this Order. If Seller does not
provide written adequate assurance within fifteen (15) days of receipt of Buyer's demand,
Seller shall be deemed to have rejected continued performance hereunder and to have
materially breached this Order. In such event, Buyer shall have no further
liability hereunder.

12. Liability

a. Notwithstanding anything else to the contrary in the Purchase Order or otherwise,
Buyer will not be liable to Supplier with respect to the subject matter of the Purchase
Order under any contract, negligence, strict liability or other legal or equitable theory
for any amounts in excess of the amount Buyer paid Supplier in the six months preceding
the event or circumstance giving rise to such liability.

b. In no event shall Buyer be liable to Supplier for any incidental, indirect, special,
consequential damages or loss of profits arising out of, or in connection with, the
Purchase Order, whether or not Buyer was advised of the possibility of such damage.

c. The limitations will apply notwithstanding any failure of essential purpose of any
limited remedy provided herein. Noting in the Purchase Order limits either party's
liability for bodily injury of a person, death, or physical damage to property or any
liability which cannot be excluded under applicable law.

13. Confidential Information

All information furnished or disclosed to Seller by Buyer in connection with this Order
which is identified as "Confidential' or "Proprietary" is received in confidence,
shall remain the property of Buyer and shall not be disclosed to any third party
without Buyer's written consent. Seller shall not use any such information for
any purpose other than to perform this Order, If requested, Seller shall execute
Buyer's Non-Disclosure Agreement before receipt of any such confidential information.
Seller will return, upon demand, all such confidential information to Buyer upon
completion by Seller of Its obligations hereunder. The obligations of this paragraph
shall survive expiration or termination of this Order.

14. Inventions and Proprietary Rights

Seller agrees to promptly disclose to Buyer all ideas, inventions, discoveries and
improvements that are made, conceived, compiled or reduced to practice by Seller,
solely or jointly with others, that are related to the performance of, or arising
out of, or are paid for by Buyer in connection with this Agreement ("New Developments").
Seller further agrees to assign to Buyer all right, title and interest to all such New
Developments. Seller understands and agrees that all New Developments which are subject
to copyright protection under the United States Copyright Act of 1976, as amended,
shall be considered "works made for hire" within the meaning of Section 101 of the
Copyright Act and that such works constitute and contain valuable proprietary assets
and trade secrets of Buyer. In the event that, notwithstanding the foregoing, title
to and ownership of any New Development initially vests in Seller, Seller agrees to
execute, at Buyer's request, all documents as may be necessary to grant, transfer
and assign all such title and ownership thereof to Buyer. Seller agrees to obtain
written assurances from its employees and contract personnel of their agreement to the
terms thereof.

15. Assignment and Subcontracting

Seller shall not delegate or subcontract any duties, nor assign any rights or claims
under this Order without the prior written consent of Buyer.

16. Compliance with Law

Seller guarantees that all goods delivered hereunder are produced, packed, labeled and
shipped in compliance with all applicable laws. Seller agrees to comply with all federal,
State, County and local laws, rules, codes, executive orders and regulations (the "Laws")
applicable to its provision of materials and services hereunder. Seller shall, at all
times hereunder, be in compliance with Buyer's Code of Conduct.Seller agrees to hold harmless Buyer and its employees, agents,
affiliates, customers and users from any liability arising from Seller's failure to
comply with such Laws.

17. Governing Law

This Order shall be interpreted in accordance with and governed by the laws of the
State of New York, excluding its conflict of law rules. Any litigation arising out
of this Order shall be brought in the state of federal courts locally in Suffolk County,
New York and the parties consent to the jurisdiction over them by such courts.
The parties specifically waive application of the UN Convention on Contracts for
the International Sale of Goods.

18. Rights and Remedies

All rights and remedies of Buyer specifically set forth in this Order shall be in
addition to any other or further rights and remedies provided at law or in equity.
Failure of Buyer to insist upon strict performance of any term or condition of this
Order shall not be deemed to be a waiver of Buyer's rights and remedies.

19. Set-offs

All claims for money due or to become due from Buyer shall be subject to set-off by Buyer
by reason of any counterclaim arising out of this or any other transaction with Seller.

20. Buyer's Property

All property and material furnished to Seller by Buyer or specifically paid for by Buyer
shall be used only in the performance of this Order and shall remain the property of Buyer.
Such property shall be held at Seller's sole risk and shall be kept Insured by Seller at
Seller's expense in an amount equal to the replacement cost with loss payable to Buyer.
Such property shall be delivered in good condition, normal wear and tear excepted,
to Buyer, FOB Buyer's plant, immediately upon request by Buyer.